Common use of Monza-FSA Clause in Contracts

Monza-FSA. Following receipt of the applicable NRE fees set forth herein, Impinj agrees to use commercially reasonable efforts to develop a customized Monza product that is compatible with Alien’s patented “Fluidic Self Assembly” process (“Monza-FSA”); provided that Alien provides such information and assistance as is reasonably requested by Impinj. Alien acknowledges and agrees that such development efforts may be unsuccessful and Impinj shall have no obligation to release or sell Monza-FSA. The specifications of the Monza-FSA (if and when available) shall be as mutually agreed to by the parties in writing (“Monza-FSA Specifications”). The sensitivity acceptance specification defined in Note 4 of the Monza Specification shall be reevaluated in light of the experience gained with Monza wafers. If it is evident that typical performance of Monza is higher than is reflected in the Specification, the acceptance specification for Monza-FSA will be shifted toward more sensitivity, by mutual agreement of the parties. Monza-FSA Specifications may include a test structure that will allow Impinj to use its standard test procedures to determine wafer yields on a sampling basis (i.e., wafers to include test structures built into reticles for Impinj to test prior to sending to Alien). For those portions of the Monza-FSA that are Alien’s Intellectual Property as defined under Section 10(c) (“FSA Intellectual Property”), such FSA Intellectual Property shall be and remain Alien Confidential Information. Impinj shall have no right to sell, license, transfer or otherwise distribute the FSA Intellectual Property.